FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIQTECH INTERNATIONAL INC [ LIQT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 06/26/2012 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 Par | 06/25/2012 | S | 2,010,800(1) | D | $1.75(1) | 935,617 | D | |||
Common Stock, $0.001 Par | 78,000 | I | By McKinley Capital, Inc.(2) | |||||||
Common Stock, $0.001 Par | 40,500 | I | By McKinley Enterprises Inc. Profit Sharing Plan(3) | |||||||
Common Stock, $0.001 Par | 391,500 | I | By McKinley Capital Inc. Roth 401(k) Plan(4) | |||||||
Common Stock, $0.001 Par | 75,000 | I | By Tradeco Corp.(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Purchase Warrant(6) | $1.5 | 06/25/2012 | S | 175,000 | 08/24/2011 | 12/31/2016 | Common Stock, $0.001 Par | 175,000 | $0.25 | 960,000 | D |
Explanation of Responses: |
1. The transaction involved the sale of 1,885,800 shares at a price of $1.75 per share and the transfer of 125,000 shares to a broker-dealer as payment of transaction fees. |
2. These securities are owned by McKinley Capital, Inc., a Utah corporation controlled by the reporting person. |
3. These securities are owned by the Profit Sharing Plan of McKinley Enterprises Inc., a Utah corporation controlled by the reporting person. |
4. These securites are owned by the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation controlled by the reporting person. |
5. These securities are held by Tradeco Corp., a Utah corporation controlled by the reporting person. |
6. The transaction involved the sale of 175,000 warrants, each entitling the holder to purchase one share of Issuer's common stock at an exercise price of $1.50 per share, at a sales price of $0.25 per warrant. |
Remarks: |
The original Form 4 filed on June 26, 2012 is amended to check the box indicating that following the reported transactions the reporting person was no longer a 10% owner and was no longer subject to Section 16. |
/s/ David N. Nemelka | 09/25/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |